Contract analysis

1. Introduction and Purpose This Investor Q&A Compilation and Suggested Responses (this "Compilation") has been prepared by Calderwood & Harkness LLP, as issuer's counsel to Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1" or the "Issuer"), in connection with the proposed offering of $500,000,000 in aggregate principal amount of Insurance Premium Finance Asset-Backed Notes (the "Notes") by QRF 2022-1. The purpose

1. Centralize investor questions received during the virtual investor roadshow that commenced on October 24, 2022, and is expected to continue through approximately November 2, 2022, into a single reference document accessible to all members of the transaction working group and roadshow presentation team.

2. Provide suggested responses to each investor question that have been reviewed by Calderwood & Harkness for legal accuracy and consistency with the disclosure set forth in the Preliminary Offering Memorandum (Version 3, dated October 12, 2022) (the "Preliminary OM") and the accompanying Offering Memorandum Supplement (Pool Stratification Tables, dated October 12, 2022) (the "OM Supplement"), as well as for complian

3. Flag any areas where investor questions suggest that additional disclosure, supplemental materials, or amendments to the Preliminary OM may be warranted prior to the preparation of the final Offering Memorandum. Roadshow Format. The virtual investor roadshow is being conducted by Ridgeline Capital Markets LLC ("Ridgeline"), acting as structuring agent and lead bookrunner for the offering, with participation by man

2. Sponsor and Originator Questions Q2.1: Can you describe QIH's overall business and financial profile? Suggested Response: Quorum Insurance Holdings Corp. ("QIH") is a Delaware corporation that is publicly traded on the New York Stock Exchange under the ticker symbol QIHC. QIH is headquartered at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. QIH operates across three principal business lines: proper

3. Collateral / Receivables Pool Questions Q3.1: What are the key characteristics of the initial receivables pool? Suggested Response: The initial receivables pool has been selected by QPF in accordance with the eligible receivables criteria set forth in the transaction documents. As of the cut-off date of June 30, 2022, the key characteristics of the initial pool are as follows: All receivables in the initial pool a

4. Capital Structure and Credit Enhancement Questions Q4.1: Can you walk through the capital structure and credit enhancement levels? Suggested Response: The Notes are issued in three classes with a sequential payment structure and increasing levels of credit enhancement for the more senior classes. The capital structure is as follows: The credit enhancement for each class is composed of the following elements: Class

1. Trustee fees and expenses payable to Calvoneth Trust Company, N.A. in its capacity as indenture trustee;

2. Servicing fee payable to QPF (1.00% per annum on the outstanding pool balance);

6. Class A Note principal (until paid in full);

7. Class B Note principal (until paid in full);

8. Class C Note principal (until paid in full);

9. Replenishment of overcollateralization to the target level of $15,000,000;

10. Residual amounts to the Issuer (retained by the Sponsor). The sequential structure ensures that the Class A Notes benefit from full subordination of all junior classes before any principal payments are made to the Class B or Class C Notes. Similarly, the Class B Notes benefit from full subordination of the Class C Notes and overcollateralization. This waterfall structure is a key component of the credit enhanceme

5. Structural Features and Trigger Questions Q5.1: What is the revolving period and how does it work? Suggested Response: The transaction features a 24-month revolving period commencing on the closing date. During the revolving period, collections on the receivables that would otherwise be applied to principal payments on the Notes are instead used to acquire new eligible receivables originated by QPF, thereby mainta

6. Servicing and Back-Up Servicing Questions Q6.1: Who is the servicer and what is the servicing fee? Suggested Response: Quorum Premium Finance LLC ("QPF"), the originator of the receivables, will serve as the initial servicer of the receivables pool under the Servicing Agreement. QPF services its entire insurance premium finance portfolio of approximately $2.1 billion in outstanding receivables and has developed ex

7. Liquidity Facility Questions Q7.1: What is the liquidity facility and how does it work? Suggested Response: Northvane Bank, N.A. provides a $25,000,000 liquidity facility to QRF 2022-1 under a separate Liquidity Facility Agreement. The liquidity facility is designed to provide the Issuer with a source of short-term funding to cover temporary timing mismatches between the receipt of collections on the receivables a

8. Legal Structure and Bankruptcy Remoteness Questions Q8.1: Describe the SPV structure and bankruptcy remoteness features. Suggested Response: The issuer of the Notes, Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), is a Delaware limited liability company (Delaware Secretary of State File No. 7894231) organized as a bankruptcy-remote special purpose entity ("SPE"). QRF 2022-1 was formed for the sole purpose of

9. Tax Questions Q9.1: How are the Notes treated for U.S. federal income tax purposes? Suggested Response: The Notes are intended to be treated as indebtedness (i.e., debt instruments) for U.S. federal income tax purposes. Interest payments on the Notes are expected to be treated as ordinary interest income to the holders of the Notes in accordance with their regular method of accounting. The Notes are not intended t

10. Regulatory and Offering Format Questions Q10.1: Why is this a Rule 144A / Reg S offering rather than a registered offering? Suggested Response: The offering of the Notes is structured as a private placement under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), for sales to qualified institutional buyers ("QIBs") in the United States, and under Regulation S of the Securities Act for sal